Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") form a binding agreement between you ("Customer", "you", or "your") and MingCi ERP ("MingCi", "we", "our", or "us") and govern your access to and use of the MingCi ERP website, application, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

2. Description of Service

MingCi provides a cloud-based ERP software platform designed for Amazon sellers. The Service includes, among other things:

• Integration with Amazon Seller Central via the Selling Partner API (SP-API).
• Order synchronization and fulfillment tracking.
• Inventory management across one or more Amazon marketplaces.
• Analytics dashboards and configurable reports.
• Multi-account and team-collaboration features.

We may add, modify, or discontinue features at any time. Material changes that adversely affect your subscription will be communicated to you in advance.

3. Account Registration & Eligibility

3.1 Eligibility

You must be at least 18 years old and legally able to enter into a binding contract to use the Service. The Service is intended for business use only.

3.2 Account Information

When creating an account you agree to provide accurate, current, and complete information, and to keep that information up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account.

3.3 Security

You must notify us immediately at mcyxtrade@outlook.com of any unauthorized use of your account or any other suspected breach of security.

4. Amazon SP-API Integration

The Service connects to your Amazon Seller Central account through the Amazon Selling Partner API (SP-API). By authorizing this connection you acknowledge and agree that:

• You are an authorized Amazon seller and have the right to grant MingCi access to your Seller Central data.
• You are responsible for complying with all Amazon Services Business Solutions Agreement obligations and Amazon policies applicable to you as a seller.
• MingCi will access, store, and process your Amazon data only as necessary to provide the Service and in accordance with the Privacy Policy, the Amazon Data Protection Policy, and the Amazon Acceptable Use Policy.
• You may revoke MingCi's SP-API authorization at any time through Amazon Seller Central. Doing so will immediately disable Amazon-data-dependent features of the Service.
• Amazon may, at its discretion and without notice to us, change, limit, suspend, or terminate access to the SP-API. We are not responsible for any resulting unavailability of features.

5. Subscriptions, Trials & Billing

5.1 Plans & Fees

The Service is offered on a paid-subscription basis. Current plans and pricing are available on our Pricing page. Fees are stated exclusive of any applicable taxes, which you are responsible for paying in addition to the fees.

5.2 Free Trial

We may offer a free trial period for new customers. Unless you cancel before the trial ends, your subscription will automatically convert to a paid subscription and the applicable fees will be charged to your designated payment method.

5.3 Billing & Renewal

Subscriptions renew automatically at the end of each billing cycle (monthly or annually, as selected) unless cancelled before the renewal date. You authorize us to charge the recurring fees to your designated payment method.

5.4 Refunds

Except where required by applicable law, fees are non-refundable. We do not provide refunds or credits for partial subscription periods or unused features.

5.5 Price Changes

We may change subscription fees from time to time. Any change will take effect at the start of the next billing cycle and will be communicated to you at least 30 days in advance.

5.6 Late Payment

If a payment is past due, we may suspend or restrict access to the Service until the outstanding balance is paid. We may charge reasonable interest and recovery fees on overdue amounts to the extent permitted by law.

6. Acceptable Use

You agree not to, and not to allow any third party to:

• Use the Service in violation of any applicable law, regulation, or Amazon policy.
• Use the Service to send unsolicited communications, spam, or unlawful marketing content.
• Reverse engineer, decompile, or attempt to extract the source code of the Service.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Service or related systems.
• Probe, scan, or test the vulnerability of the Service without our prior written consent.
• Use the Service to store or transmit malware, viruses, or harmful code.
• Use Amazon data obtained through the Service for any purpose other than as authorized by Amazon and your buyers.
• Resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted in writing.

We reserve the right to investigate and take action — including suspension or termination — for any suspected violation.

7. Customer Data & Privacy

"Customer Data" means all data and content (including Amazon Seller Central data) you submit to, or that is generated through your use of, the Service.

• You retain all rights, title, and interest in and to Customer Data.
• You grant MingCi a non-exclusive, worldwide, royalty-free license to host, store, process, and transmit Customer Data solely as necessary to provide and improve the Service.
• You represent that you have all rights and consents necessary to provide Customer Data to MingCi and to authorize the processing described in these Terms and our Privacy Policy.
• We handle personal information in accordance with our Privacy Policy, which is incorporated into these Terms by reference.

8. Intellectual Property

The Service, including all software, designs, text, graphics, logos, trademarks, and other content provided by MingCi, is owned by MingCi or its licensors and is protected by intellectual property laws. Subject to your compliance with these Terms, MingCi grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your active subscription term.

You may not use any MingCi trademarks or branding without our prior written consent.

9. Third-Party Services

The Service may integrate with or link to third-party services, including Amazon. Your use of any third-party service is subject to that third party's terms and policies. MingCi does not control, and is not responsible for, third-party services, their availability, or their content.

10. Disclaimers & Warranties

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, MingCi disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, or completely secure, nor do we warrant that data synced via SP-API will always be accurate, complete, or timely.

11. Limitation of Liability

To the maximum extent permitted by law, in no event shall MingCi, its affiliates, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, goodwill, or business opportunities, arising out of or in connection with your use of (or inability to use) the Service, even if advised of the possibility of such damages.

Our aggregate liability under or in connection with these Terms shall not exceed the greater of (a) the fees paid by you to MingCi in the 12 months preceding the event giving rise to the liability or (b) USD 100.

12. Indemnification

You agree to defend, indemnify, and hold harmless MingCi and its affiliates from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of the Service.
• Your breach of these Terms or applicable law.
• Your violation of any third party's rights, including Amazon's policies.
• Customer Data you submit to the Service.

13. Termination

13.1 Termination by You

You may cancel your subscription at any time through your account settings or by contacting mcyxtrade@outlook.com. Cancellation will take effect at the end of the then-current billing period.

13.2 Termination by MingCi

We may suspend or terminate your access to the Service immediately and without notice if you materially breach these Terms, fail to pay fees when due, or if your use of the Service poses a security or legal risk.

13.3 Effect of Termination

Upon termination, your right to use the Service will immediately cease. We will handle Customer Data (including Amazon data and Amazon customer PII) in accordance with our data-retention policy. Sections of these Terms that by their nature should survive termination — including those relating to intellectual property, disclaimers, limitation of liability, indemnification, and governing law — will survive.

14. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email and/or by posting a notice on our website at least 14 days before the changes take effect. Your continued use of the Service after the changes take effect constitutes acceptance of the revised Terms.

15. Governing Law & Disputes

These Terms are governed by the laws of the People's Republic of China, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service shall be resolved through good-faith negotiation in the first instance. If the parties cannot resolve a dispute within 30 days, the dispute shall be submitted to the competent courts located in Fujian Province, China.

Nothing in this section prevents either party from seeking interim or injunctive relief in any court of competent jurisdiction.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or addenda, constitute the entire agreement between you and MingCi regarding the Service.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.3 No Waiver

Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

16.5 Force Majeure

We will not be liable for any failure or delay in performance due to causes beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, internet outages, or third-party service interruptions.

17. Contact Information

If you have any questions about these Terms, please contact us:

• General support: mcyxtrade@outlook.com
• Privacy inquiries: mcyxtrade@outlook.com
• Mailing address: Room 504, 5th Floor, Building F, Shengfulan Business Center, Jinjiang City, Quanzhou, Fujian Province